Addendum No. 1 to Membership Interest Purchase Agreement
Addendum
No. 1 to Membership Interest Purchase Agreement
This
Addendum No. 1 is entered into this 29thth
day of
October 2008 (this “Amendment”) to the Membership Interest Purchase Agreement by
and between NetSol Technologies, Inc. (“NetSol”), Ciena Solutions, LLC (“Ciena”)
and the members of Ciena Solutions, LLC (the “Sellers”)(the “MPA”) dated October
29, 2008. In the event there is a conflict by and between the terms of this
Addendum and the MPA, the terms of this Addendum shall govern. All capitalized
terms are defined as set forth in the MPA.
A
new
section 10.10 is added as follows:
The
Sellers, jointly and severally, hereby assume any and all obligations and
liabilities incurred, by or on behalf of Ciena, as of and prior to the Closing
Date. The Sellers agree that the indemnification and defense obligations and
the
Right to Set-Off contained in Article 10 of the MPA shall be applied to and
part
of this assumption. In exchange for this assumption, NetSol hereby agrees that
any and all Accounts Receivable of Ciena earned as of and prior to the Closing
Date shall be the sole property of Sellers.
Agreed
to
as of the date first above written.
NETSOL
TECHNOLOGIES, INC.
By:
________________________
Xxxxxx
Xxxxxx, Chief Executive Officer
|
By: ________________________
Xxxxx X. X. XxXxxxxxx,
Secretary
|
SELLERS
_________________________________________
Xxxx
Xxxx
_________________________________________
Xxxxx
Xxxxx
_________________________________________
Xxxx
Xxxxxx
_________________________________________
Xxxxx
Xxxxxx